UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 17, 2023

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Securities registered pursuant to Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 1.01.  Entry Into a Material Definitive Agreement.

On August 17, 2023, Ainos, Inc., a Texas corporation (the “Company”), executed a Promissory Note Extension Agreement (the “KY Agreement”) to extend the maturity date of that certain Non-Convertible Promissory Note in favor of Ainos, Inc., a Cayman Islands company, dated March 17, 2022 in the Principal Amount of $800,000 and 1.85% per annum interest on unpaid principal and accrued interest (the “KY Note”).  Pursuant to the KY Agreement, the unpaid amounts due under the Note are $300,000 in principal along with accrued interest and the maturity date is extended to March 31, 2025.  The Company reserves its right to prepay all or part of the principal and/or interest pursuant to the Note, and accrued interest shall be equitably adjusted on the outstanding principal of any such payment.

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The matters disclosed relating to the KY and i2China Extension Agreements under Item 1.01 and Item 8.01, respectively, of this Form 8-K is incorporated herein by this reference.

Item 8.01 Other Events.

On August 17, 2023, the Company executed a Promissory Note Agreement (the “i2China Agreement”) to extend the maturity date of that certain Non-Convertible Promissory Note in favor of i2China Management Group, LLC, a Delaware limited liability company, dated January 1, 2020 in the Principal Amount of $84,000 and 1.85% per annum interest on unpaid principal and accrued interest (the “i2China Note”).  Pursuant to the i2China Agreement, the unpaid amounts due under the Note are $42,000 in principal along with accrued interest and the Note maturity date is extended to September 1, 2024.  The Company reserves its right to prepay all or part of the principal and/or interest pursuant to the Note, and accrued interest shall be equitably adjusted on the outstanding principal of any such payment.

Item 9.01. Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.